As filed with the Securities and Exchange Commission on November 18, 2019
Registration No. 333-
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DOMINION ENERGY GAS HOLDINGS, LLC | | DOMINION ENERGY, INC. |
(Exact name of registrant as specified in charter) | | (Exact name of registrant as specified in charter) |
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Virginia | | Virginia |
(State or other jurisdiction of incorporation or organization) | | (State or other jurisdiction of incorporation or organization) |
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46-3639580 | | 54-1229715 |
(IRS Employer Identification Number) | | (IRS Employer Identification Number) |
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Carlos M. Brown
Senior Vice President and General Counsel
Dominion Energy Gas Holdings, LLC
120 Tredegar Street
Richmond, Virginia 23219
Telephone: (804) 819-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jane Whitt Sellers, Esquire
McGuireWoods LLP
Gateway Plaza
800 East Canal Street
Richmond, Virginia 23219
(804) 775-1000
Approximate date of commencement of proposed sale to the public: From time to time after effectiveness.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Dominion Energy Gas Holdings, LLC
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Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
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Non-accelerated filer | | ☒ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
Dominion Energy, Inc.
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Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered | | Amount to be registered/ Proposed maximum offering price per unit/ Proposed maximum offering price/ Amount of registration fee |
Dominion Energy Gas Holdings, LLC Senior Debt Securities | | (1) |
Dominion Energy Gas Holdings, LLC Junior Subordinated Notes | | |
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(1) | | An indeterminate aggregate initial offering price or number of the securities of the identified class is being registered as may from time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r), Dominion Energy Gas Holdings, LLC is deferring payment of all of the registration fee. |